Common use of Registration Statement and Prospectus; Public Offering Clause in Contracts

Registration Statement and Prospectus; Public Offering. The Trust has filed with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations adopted by the Commission under the Securities Act (the "Securities Act Rules") and the Investment Company Act (the "Investment Company Act Rules"), a Notification of Registration on Form N-8A (the "Notification") pursuant to Section 8 of the Investment Company Act and a registration statement on Form N-2 (File Nos. 333-64151 and 811-09013) relating to the Shares (the "registration statement"), including a preliminary prospectus (including any preliminary statement of additional information), and such amendments to such registration statement as may have been required to the date of this Underwriting Agreement. The preliminary prospectus (including any preliminary statement of additional information) is to be used in connection with the offering and sale of the Shares. The term "Preliminary Prospectus" as used herein means any preliminary prospectus (including any preliminary statement of additional information) included at any time as a part of the registration statement and any preliminary prospectus (including any preliminary statement of additional information) omitted therefrom pursuant to the Securities Act Rules. The Trust has furnished the Representatives copies of such registration statement, each amendment to such registration statement filed by the Trust with the Commission and the Preliminary Prospectus filed by the Trust with the Commission or used by the Trust. If the registration statement has not become effective, a further amendment (the "Final Amendment") to such registration statement, including the forms of final prospectus (including any final statement of additional information), necessary to permit such registration statement to become effective will promptly be filed by the Trust with the Commission. If such registration statement has become effective and any prospectus (including any statement of additional information) contained therein omits

Registration Statement and Prospectus; Public Offering. The Trust Company has prepared and filed in conformity with the Securities and Exchange Commission (the "Commission"), pursuant to requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission under the Securities Act (the "Securities Act RulesCommission") and the Investment Company Act a Registration Statement (the "Investment Company Act Rules"), a Notification of Registration as hereinafter defined) on Form N-8A S-3 (the "Notification") pursuant to Section 8 of the Investment Company Act and a registration statement on Form N-2 (File NosNo. 333-64151 and 811-09013) relating to the Shares (the "registration statement"79031), including a preliminary prospectus (including any preliminary statement of additional information)relating to the Shares, and such amendments to such registration statement thereof as may have been required to the date of this Underwriting Agreement. The preliminary prospectus Copies of such Registration Statement (including any preliminary statement of additional informationall amendments thereto) is to be used in connection with the offering and sale of the Sharesrelated Preliminary Prospectus (as hereinafter defined) have heretofore been delivered by the Company to you. The term "Preliminary Prospectus" as used herein in this Agreement means any preliminary prospectus (including any preliminary statement as described in Rule 430 of additional informationthe Rules) included at any time as a part of the registration statement and any preliminary prospectus (including any preliminary statement Registration Statement or filed with the Commission by the Company with the consent of additional information) omitted therefrom the Representatives pursuant to Rule 424(a) of the Securities Act Rules. The Trust has furnished term "Registration Statement" as used in this Agreement means the Representatives copies of such registration statement, each amendment to such registration statement filed by the Trust with the Commission and the Preliminary Prospectus filed by the Trust with the Commission or used by the Trust. If the registration statement has not become effective, a further amendment (the "Final Amendment") to such initial registration statement, including all exhibits, financial schedules and information deemed to be a part of the forms of final prospectus Registration Statement through incorporation by reference or otherwise, as amended at the time and on the date it became effective (including any final statement of additional information), necessary to permit such the "Effective Date") and as thereafter amended by post-effective amendments. If the Company has filed an abbreviated registration statement to become effective will promptly register additional Shares pursuant to Rule 462(b) under the Rules (the "462(b) Registration Statement") then any reference herein to the Registration Statement shall be deemed to include such 462(b) Registration Statement. The term "Prospectus" as used in this Agreement means the prospectus in the form included in the Registration Statement at the time of effectiveness or, if Rule 430A of the Rule is relied on, the term Prospectus shall also include the final prospectus filed by the Trust with the CommissionCommission pursuant to Rule 424(b) of the Rules. If such registration statement has become effective The Company understands that the Underwriters propose to make a public offering of the Shares, as set forth in and any prospectus pursuant to the Prospectus, as soon after the Effective Date and the date of this Agreement as the Representatives deem advisable. The Company hereby confirms that the Underwriters and dealers have been authorized to distribute or cause to be distributed each Preliminary Prospectus, and are authorized to distribute the Prospectus (including any statement of additional information) contained therein omitsas from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

Registration Statement and Prospectus; Public Offering. The Trust Company ------------------------------------------------------ has filed with the Securities and Exchange Commission (the "Commission"), pursuant to the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations adopted by the Commission under the Securities Act it (the "Securities Act Rules") Rules and the Investment Company Act (the "Investment Company Act RulesRegulations"), a Notification of Registration on Form N-8A (the "Notification") pursuant to Section 8 of the Investment Company Act and a registration statement on Form N-2 S-3, including a prospectus (File Nos"Registration Statement No. 333-64151 and 811-09013) 333-[ ]"), ------ relating to the Shares (the "registration statement"), including a preliminary prospectus (including any preliminary statement of additional information)$ ,000,000 principal amount of its First --- Mortgage Bonds and Debt Securities, and such amendments to such registration statement as may have been required to the date of this Underwriting Agreement. The preliminary prospectus (including any preliminary statement of additional information) is to be used in connection with the offering and sale of the Shareswas declared effective on [ , 2000]. The term "Preliminary Prospectuspreliminary prospectus" as used herein means any ----------- preliminary prospectus (including any preliminary statement as referred to in Rule 430 of additional informationthe Rules and Regulations) included at any time as a part of the Registration Statement. Copies of such registration statement and any amendments thereto and of each preliminary prospectus (included as part of Registration Statement No. 333-[______] have been delivered to the Underwriter. Registration Statement No. 333-[______], as it may be amended to the date of this Agreement, including financial statements and all exhibits, and the prospectus, as supplemented by a prospectus supplement relating to the Securities, proposed to be filed pursuant to Rule 424 is hereinafter respectively called the "Registration Statement" and the "Prospectus." References herein to the term "Effective Date" shall be deemed to refer to the later of the time and date the Registration Statement was declared effective or the time and date of the filing of the Company's most recent Annual Report on Form 10-K if such filing is made prior to the Closing Date. Any reference herein to the Registration Statement, any preliminary statement of additional informationprospectus or the Prospectus includes the documents incorporated by reference (the "Incorporated Documents") omitted therefrom therein pursuant to Item 12 of Form S-3 under the Securities Act Rules. The Trust has furnished and filed under the Representatives copies Securities Exchange Act of such registration statement1934, each amendment to such registration statement filed by the Trust with the Commission and the Preliminary Prospectus filed by the Trust with the Commission or used by the Trust. If the registration statement has not become effective, a further amendment as amended (the "Final AmendmentExchange Act") to such registration statement, including the forms of final prospectus (including any final statement of additional information), necessary to permit on or before the Effective Date or date of such registration statement to become effective will promptly be filed by preliminary prospectus or the Trust with Prospectus, as the Commission. If such registration statement has become effective case may be, and any reference herein to "amend," "amendment" or "supplement" with respect to the Registration Statement, any preliminary prospectus (including or the Prospectus includes the filing of any statement document under the Exchange Act after the Effective Date or the date of additional information) contained therein omitsany preliminary prospectus or the Prospectus, as the case may be, and incorporated in such document by reference if such filing is made prior to the Closing Date. The Company understands that the Underwriter proposes to make a public offering of the Securities, as described in the Prospectus, as soon after the date of this Agreement as the Underwriter deems advisable. The Company confirms that the Underwriter and dealers have been authorized to distribute each preliminary prospectus, if any, and are authorized to distribute the Prospectus and any amendments or supplements to it.

Registration Statement and Prospectus; Public Offering. The Trust Fund has filed with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations adopted by the Commission under the Securities Act (the "Securities Act Rules") and the Investment Company Act (the "Investment Company Act Rules"), a Notification of Registration on Form N-8A (the "Notification") " pursuant to Section 8 of the Investment Company Act and a registration statement on Form N-2 (File Nos. 333-64151 51017 and 811-0901308765) relating to the Shares (the "registration statement"), including a preliminary prospectus (including any preliminary statement of additional information), and such amendments to such registration statement as may have been required to the date of this Underwriting Agreement. The preliminary prospectus (including any preliminary statement of additional information) is to be used in connection with the offering and sale of the Shares. The term "Preliminary Prospectus" as used herein means any preliminary prospectus (including any preliminary statement of additional information) included at any time as a part of the registration statement and any preliminary prospectus (including any preliminary statement of additional information) omitted therefrom pursuant to the Securities Act Rules. The Trust Fund has furnished the Representatives Representative copies of such registration statement, each amendment to such registration statement filed by the Trust Fund with the Commission and the Preliminary Prospectus filed by the Trust Fund with the Commission or used by the TrustFund. If the registration statement has not become effective, a further amendment (the "Final Amendment") to such registration statement, including the forms of final prospectus (including any final statement of additional information), necessary to permit such registration statement to become effective will promptly be filed by the Trust with the Commission. If such registration statement has become effective and any prospectus (including any statement of additional information) contained therein omitsany

Registration Statement and Prospectus; Public Offering. The Trust Company has filed prepared in conformity with the Securities and Exchange Commission (the "Commission"), pursuant to requirements of the Securities Act of 1933, as amended (the "Securities Act"), and the Investment Company Act of 1940, as amended rules and regulations thereunder (the "Investment Company ActRules"), and the published rules and regulations ) adopted by the Securities and Exchange Commission under the Securities Act (the "Securities Act RulesCommission") and the Investment Company Act (the "Investment Company Act Rules"), a Notification of Registration on Form N-8A (the "Notification") pursuant to Section 8 of the Investment Company Act and a registration statement on Form N-2 S-1 (File NosNo. 333-64151 and 811-09013) relating to the Shares (the "registration statement"333-[ ]), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (including any preliminary statement of additional information), as hereinafter defined) and such amendments to such registration statement thereof as may have been required to the date of this Underwriting Agreement. The Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectus (including any preliminary statement of additional information) is have heretofore been delivered by the Company to be used in connection with the offering and sale of the Sharesyou. The term "Preliminary Prospectuspreliminary prospectus" as used herein means any the preliminary prospectus (including any preliminary statement as described in Rule 430 of additional informationthe Rules) included at any time as a part of the registration statement and any preliminary prospectus (including any preliminary statement Registration Statement or filed with the Commission by the Company with the consent of additional information) omitted therefrom the Representatives pursuant to Rule 424(a) of the Securities Act Rules. The Trust has furnished Registration Statement, as amended at the Representatives copies time and on the date it becomes effective (the "Effective Date"), including all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectus in the form first used to confirm sales of the Shares (whether such registration statement, each amendment to such registration statement prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed by the Trust with the Commission and pursuant to Rule 424(b) of the Preliminary Prospectus filed by the Trust with the Commission or used by the TrustRules). If the Company files a registration statement has not become effective, to register a further amendment (portion of the "Final Amendment"Shares and relies on Rule 462(b) to such registration statement, including the forms of final prospectus (including any final statement of additional information), necessary to permit for such registration statement to become effective will promptly be filed by the Trust upon filing with the Commission. If such registration statement has become effective and any prospectus Commission (including any statement of additional informationthe "Rule 462(b) contained therein omitsRegistration Statement"), then any

Registration Statement and Prospectus; Public Offering. The Trust Company has filed prepared in conformity with the Securities and Exchange Commission (the "Commission"), pursuant to requirements of the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations thereunder (the "Rules") adopted by the Securities and Exchange Commission under the Securities Act (the "Securities Act RulesCommission") and the Investment Company Act (the "Investment Company Act Rules"), a Notification of Registration on Form N-8A (the "Notification") pursuant to Section 8 of the Investment Company Act and a registration statement on Form N-2 S-3 (File NosNo. 333-64151 and 811-09013) relating to the Shares (the "registration statement"00545), including a preliminary prospectus relating to the Shares, and has filed with the Commission the Registration Statement (including any preliminary statement of additional information), as hereinafter defined) and such amendments to such registration statement thereof as may have been required to the date of this Underwriting Agreement. The Copies of such Registration Statement (including all amendments thereof) and of the related preliminary prospectus (including any preliminary statement of additional information) is have heretofore been delivered by the Company to be used in connection with the offering and sale of the Sharesyou. The term "Preliminary Prospectuspreliminary prospectus" as used herein means any the preliminary prospectus (including any preliminary statement as described in Rule 430 of additional informationthe Rules) included at any time as a part of the registration statement and any preliminary prospectus (including any preliminary statement of additional information) omitted therefrom pursuant to the Securities Act Rules. The Trust has furnished the Representatives copies of such registration statement, each amendment to such registration statement Registration Statement or filed by the Trust with the Commission and the Preliminary Prospectus filed by the Trust Company with the consent of the Representatives pursuant to Rule 424(a) of the Rules, including all information incorporated by reference therein. The Registration Statement, as amended at the time and on the date it becomes effective (the "Effective Date"), including information incorporated by reference therein and all exhibits and information, if any, deemed to be part of the Registration Statement pursuant to Rule 424(b) and Rule 430A of the Rules, is called the "Registration Statement." The term "Prospectus" means the prospectus, including all information incorporated by reference therein in the form first used to confirm sales of the Shares (whether such prospectus was included in the Registration Statement at the time of effectiveness or was subsequently filed with the Commission or used by pursuant to Rule 424(b) of the TrustRules). If the Company files a registration statement has not become effective, to register a further amendment (portion of the "Final Amendment"Shares and relies on Rule 462(b) to such registration statement, including the forms of final prospectus (including any final statement of additional information), necessary to permit for such registration statement to become effective will promptly be filed by the Trust upon filing with the CommissionCommission (the "Rule 462(b) Registration Statement"), then any reference to the "Registration Statement" herein shall be deemed to include both the registration statement referred to above (No. If 333-00545) and the Rule 462(b) Registration Statement, as each such registration statement has become effective may be amended pursuant to the Securities Act. The Company and any the Selling Stockholders understand that the Underwriters propose to make a public offering of the Shares, as set forth in and pursuant to the Prospectus, as soon after the Effective Date and the date of this Agreement as the Representatives deem advisable. The Company and the Selling Stockholders hereby confirm that the Underwriters and dealers have been authorized to distribute or cause to be distributed each preliminary prospectus and are authorized to distribute the Prospectus (including any statement of additional information) contained therein omitsas from time to time amended or supplemented if the Company furnishes amendments or supplements thereto to the Underwriters).

Registration Statement and Prospectus; Public Offering. The Trust has Company, Kinder Morgan Energy Partners, L.P., a Delaware limited partnership (txx "Xxxxxxxxxip"), and Kinder Morgan, Inc., a Kansas corporation ("KMI"), have filed with the Securities and Xxxxxxxxxx xnd Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations adopted by the Commission thereunder (the "Rules"), registration statements on Form S-3, including a prospectus, relating to the Shares, including the deemed offering of the i-units by the Partnership and the purchase obligation by KMI, and such registration statements have become effective. Such registration statements referred to in the first paragraph of the Underwriting Agreement, including financial statements, exhibits and Incorporated Documents (as hereinafter defined), as amended to the date of this Agreement, is or are hereinafter referred to as the "Registration Statement," and the prospectus or prospectuses included in the Registration Statement or deemed, pursuant to Rule 429 under the Securities Act, to relate to the Registration Statement, as proposed to be supplemented by a prospectus supplement (including any preliminary prospectus supplement) relating to any Purchased Securities to be filed pursuant to Rule 424 under the Securities Act, is or are hereinafter referred to as the "Prospectus." Any reference herein to the Registration Statement or Prospectus shall be deemed to include all documents incorporated, or deemed to be incorporated, therein by reference pursuant to the requirements of Item 12 of Form S-3 under the Securities Act (the "Securities Act Rules") and the Investment Company Act (the "Investment Company Act RulesIncorporated Documents"). For purposes of this Agreement, a Notification all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of Registration on Form N-8A (the "Notification") foregoing shall be deemed to include the copy filed with the Commission pursuant to Section 8 its Electronic Data Gathering, Analysis and Retrieval system (EDGAR), which EDGAR copy is substantially identical to the other copiex xx such matexxxx, except to the extent permitted by Regulation S-T. The Company understands, and if this Agreement provides for sales by one or more Selling Shareholders, each Selling Shareholder understands, that the Underwriters propose to make a public offering of their respective portions of the Investment Company Act Purchased Securities, as set forth in and a registration statement on Form N-2 (File Nos. 333-64151 and 811-09013) relating to the Shares (the "registration statement"), including a preliminary prospectus (including any preliminary statement of additional information), and such amendments to such registration statement as may have been required to the date of this Underwriting Agreement. The preliminary prospectus (including any preliminary statement of additional information) is to be used in connection with the offering and sale of the Shares. The term "Preliminary Prospectus" as used herein means any preliminary prospectus (including any preliminary statement of additional information) included at any time as a part of the registration statement and any preliminary prospectus (including any preliminary statement of additional information) omitted therefrom pursuant to the Securities Act Rules. The Trust has furnished the Representatives copies of such registration statement, each amendment to such registration statement filed by the Trust with the Commission and the Preliminary Prospectus filed by the Trust with the Commission or used by the Trust. If the registration statement has not become effective, a further amendment (the "Final Amendment") to such registration statement, including the forms of final prospectus (including any final statement of additional information), necessary to permit such registration statement to become effective will promptly be filed by the Trust with the Commission. If such registration statement has become effective and any prospectus (including any statement of additional information) contained therein omitsrelating thereto.

Registration Statement and Prospectus; Public Offering. The Trust Fund ------------------------------------------------------ has filed with the Securities and Exchange Commission (the "Commission"), pursuant to the Securities Act of 1933, as amended (the "Securities Act"), the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the published rules and regulations adopted by the Commission under the Securities Act (the "Securities Act Rules") and the Investment Company Act (the "Investment Company Act Rules"), a Notification of Registration on Form N-8A (the "Notification") " pursuant to Section 8 of the Investment Company Act and a registration statement on Form N-2 (File Nos. 333-64151 51017 and 811-0901308765) relating to the Shares (the "registration statement"), including a preliminary prospectus (including any preliminary statement of additional information), and such amendments to such registration statement as may have been required to the date of this Underwriting Agreement. The preliminary prospectus (including any preliminary statement of additional information) is to be used in connection with the offering and sale of the Shares. The term "Preliminary Prospectus" as used herein means any preliminary prospectus (including any preliminary statement of additional information) included at any time as a part of the registration statement and any preliminary prospectus (including any preliminary statement of additional information) omitted therefrom pursuant to the Securities Act Rules. The Trust Fund has furnished the Representatives Representative copies of such registration statement, each amendment to such registration statement filed by the Trust Fund with the Commission and the Preliminary Prospectus filed by the Trust Fund with the Commission or used by the TrustFund. If the registration statement has not become effective, a further amendment (the "Final Amendment") to such registration statement, including the forms of final prospectus (including any final statement of additional information), necessary to permit such registration statement to become effective will promptly be filed by the Trust Fund with the Commission. If such registration statement has become effective and any prospectus (including any statement of additional information) contained therein omitsomits certain information at the time of effectiveness pursuant to Rule 430A of the Securities Act Rules, a final prospectus (the "Rule 430A Prospectus") containing such omitted information will be filed by the Fund with the Commission in accordance with Rule 497(h) of the Securities Act Rules. The registration statement as amended at the time it becomes or became effective (the "Effective